BUSINESS LOAN AGREEMENT

Exhibit 10.26

BUSINESS LOAN AGREEMENT

This Agreement, dated as of December 31, 2002 (this “Agreement”), is between BANK OF AMERICA, N.A. (the “Bank”) and LEAPFROG ENTERPRISES, INC., a Delaware corporation (the “Borrower”).

1.        LINE OF CREDIT AMOUNT AND TERMS

1.1      Line of Credit Amount.

1.2      Availability Period.  The line of credit is available during the period (the “availability period”) between the date of this Agreement and January 1, 2006, or such earlier date as the availability may terminate as provided in this Agreement (the “Expiration Date”).

1.3      Repayment Terms.

1.4      Interest Rate.

1.5      Optional Interest Rates.  Instead of the interest rate based on the rate stated in the paragraph entitled “Interest Rate” above, the Borrower may elect the optional interest rates listed below during interest periods agreed to by the Bank and the Borrower. The optional interest rates shall be subject to the terms and conditions described later in this Agreement. Any principal amount bearing interest at an optional rate under this Agreement is referred to as a “Portion.” The following optional interest rate is available: The LIBOR Rate plus the Applicable Margin as defined below.

1.6      Applicable Margin.  The Applicable Margin shall be the following amounts per annum, based upon the Average Leverage Ratio (as defined below), as set forth in the fiscal quarter compliance certificates received by the Bank as required in the Covenants section; provided, however, that, until the Bank receives the first compliance certificate or financial statement, such amounts shall be those indicated for pricing level 4 set forth below:

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The Applicable Margin shall be in effect from the date the most recent fiscal quarter compliance certificate or financial statement is received by the Bank until the date the next fiscal quarter compliance certificate or financial statement is received; provided, however, that if the Borrower fails to timely deliver the next fiscal quarter compliance certificate or financial statement, the Applicable Margin from the date such compliance certificate or financial statement was due until the date such compliance certificate or financial statement is received by the Bank shall be the highest pricing level set forth above.

The “Average Leverage Ratio” means for any four fiscal quarters for the Borrower and its subsidiaries on a consolidated basis, the ratio of (a) Average Senior Funded Debt for such period to (b) EBITDA for such period, where “Average Senior Funded Debt” means the average of the total month-end indebtedness for money borrowed (including amounts outstanding under this Agreement) outstanding on the last day of each month during such period less any subordinated indebtedness permitted by paragraph 7.7(j) hereof, and where “EBITDA” has the meaning set forth in the “Covenants” section of this Agreement.

1.7      Letters of Credit.

1.8      Termination of Commitment.  The Borrower may, without penalty of premium, upon notice to the Bank, terminate the Commitment, or from time to time permanently reduce the Commitment; provided that (i) any such notice shall be received by the Bank not later than 11:00 a.m. three business days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Commitment, and (iv) if, after giving effect to any reduction of the Commitment, the Letter of Credit Sublimit exceeds the amount of the Commitment, such Sublimit shall be automatically reduced by the amount of such excess. All fees accrued until the effective date of any termination of the Commitment shall be paid on the effective date of such termination.

2.        OPTIONAL INTEREST RATES

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2.1      Optional Rates.  Each optional interest rate is a rate per year. Interest will be paid as provided in paragraph 1.3 (a). At the end of any interest period, the interest rate will revert to the rate stated in the paragraph(s) entitled “Interest Rate” above, unless the Borrower has designated another optional interest rate for the Portion. No Portion will be converted to a different interest rate during the applicable interest period. Upon the occurrence and during the continuance of an event of default under this Agreement, the Bank may terminate the availability of optional interest rates for interest periods commencing after the default occurs.

2.2      LIBOR Rate.  The election of LIBOR Rates shall be subject to the following terms and requirements:

Where,

3.        FEES AND EXPENSES

3.1      Fees.

3.2      Expenses.  The Borrower agrees to immediately repay the Bank for reasonable expenses that include, but are not limited to, filing, recording and search fees, appraisal fees, title report fees, and documentation fees.

3.3      Reimbursement Costs.

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4.        DISBURSEMENTS, PAYMENTS AND COSTS

4.1      Disbursements and Payments.

4.2      Telephone and Telefax Authorization.

4.3      Direct Debit.

4.4      Banking Days.  Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

4.5      Interest Calculation.  Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

4.6      Default Rate.  Upon the occurrence and during the continuance of any event of default under this Agreement, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due, will at the option of the Bank bear interest at a rate which is 2.0 percentage point(s) higher than the rate of interest otherwise provided under this Agreement. This may result in compounding of interest. This will not constitute a waiver of any event of default.

5.        CONDITIONS

The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement:

5.1      Conditions to First Extension of Credit.  Before the first extension of credit:

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5.2      Conditions to Each Extension of Credit.  Before each extension of credit, including the first:

6.        REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request:

6.1      Formation.  Borrower is duly formed and existing under the laws of the state where organized.

6.2      Authorization.  This Agreement, and any instrument or agreement required hereunder, are within the Borrower’s powers, have been duly authorized, and do not conflict with any of its organizational papers.

6.3      Enforceable Agreement.  This Agreement is a legal, valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms (except to the extent such enforcement is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and any instrument or agreement required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.

6.4      Good Standing.  In each state in which the Borrower does business, it is properly licensed, in good standing, and, where required, in compliance with fictitious name statutes except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.5      No Conflicts.  This Agreement does not conflict with any law, agreement, or obligation by which the Borrower is bound.

6.6      Financial Information.  All financial and other information that has been or will be supplied to the Bank is sufficiently complete in all material respects to give the Bank accurate knowledge of the Borrower’s (and any guarantor’s) financial condition, including all material contingent liabilities. Since the date of the most recent financial statement provided to the Bank, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

6.7      Lawsuits.  There is no lawsuit, tax claim or other dispute pending or threatened against the Borrower which, if lost, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, except as have been disclosed in writing to the Bank.

6.8      Permits, Franchises.  The Borrower possesses all permits, memberships, franchises, contracts and licenses required and all trademark rights, trade name rights, patent rights and fictitious name rights necessary to enable it to conduct the business in which it is now engaged except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.9      Other Obligations.  The Borrower is not in default on any material obligation for borrowed money, any material purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to the Bank.

6.10    Tax Matters.  The Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to the Bank or except are as being contested in good faith by appropriate proceedings and adequately reserved against in accordance with GAAP.

6.11    No Event of Default.  There is no event which is, or with notice or lapse of time or both would be, an event of default under this Agreement.

6.12    Insurance.  The Borrower has obtained, and maintained in effect, the insurance coverage required in the “Covenants” section of this Agreement.

6.13    Location of Borrower.  Each Borrower’s place of business (or, if any Borrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower’s signature on this Agreement.

6.14    ERISA Plans.

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6.15    Disclosure.  The Borrower has disclosed in writing to the Bank all agreements, instruments and corporate or other restrictions to which it or any of its subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any guarantors to the Bank in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

6.16    Material Subsidiaries.  The Borrower has no Material Subsidiaries (as described below) other than those disclosed in writing to the Bank (as updated by the Borrower from time to time).

6.17    Not a Regulated Entity.  Neither the Borrower nor any of its Subsidiaries is: (a) an “investment company” within the meaning of the Investment Company Act of 1940, as amended; or (b) subject to any regulation limiting its ability to incur, pay, or perform the obligations hereunder pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act, or (d) otherwise subject to any Federal or state statute or regulation limiting its ability to incur, pay, or perform the obligations hereunder.

6.18    Margin Regulations.  Neither the Borrower nor any of its Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).

7.        COVENANTS

The Borrower agrees, and agrees to cause its subsidiaries, so long as credit is available under this Agreement and until the Bank is repaid in full:

7.1      Use of Proceeds.  To use the extensions of credit for working capital, capital expenditures, the issuance of commercial and standby letters of credit, and other lawful purposes.

7.2      Financial Information.  To provide the following financial information and statements in form and content acceptable to the Bank, and such additional information as requested by the Bank from time to time:

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7.3      Quick Ratio.  To maintain as of the end of each fiscal quarter ending during each period set forth below on a consolidated basis a ratio of quick assets to current liabilities plus outstanding credit under this Agreement of at least the ratios indicated for each period specified below:

“Quick assets” means cash, short-term cash investments and similar cash equivalents, net accounts receivable and marketable securities not classified as long-term investments.

7.4      EBITDA.  To maintain on a consolidated basis EBITDA of not less than (a) $11,000,000 for the four fiscal quarter period ending on September 30, 2002, (b) $30,000,000 for the four fiscal quarter periods ending on December 31, 2002, March 31, 2003, and June 30, 2003, (c) $45,000,000 for the four fiscal quarter periods ending on September 30,2003, and (d) $50,000,000 for the four fiscal quarter periods ending on and after December 31, 2003. “EBITDA” means net income, less income or plus loss from discontinued operations and extraordinary items, plus income taxes, plus interest expense, plus depreciation (including amounts classified in cost of sales), depletion, and amortization. This ratio will be calculated at the end of each reporting period for which the Bank requires financial statements, using the results of the four fiscal quarter period ending with each quarterly reporting period.

7.5      Out of Debt Period.  To reduce the amount of advances outstanding under this Agreement to zero for a period of at least 30 consecutive days during the period between January 1 and March 30 of each year. For purposes of this paragraph, “Advances” does not include undrawn amounts of outstanding letters of credit and Borrower is not prohibited from writing or amending any letters of credit during such period.

7.6      Dividends and Stock Repurchases.  Not to declare or pay any dividends on any of its shares except dividends payable in capital stock, and not to purchase, redeem or otherwise acquire for value any of its shares, or create any sinking fund in relation thereto, except that (a) the Borrower’s subsidiaries may pay dividends to the Borrower, (b) Borrower or any guarantor hereunder may repurchase stock of former employees, consultants, or directors pursuant to stock repurchase agreements in an aggregate amount not to exceed $5,000,000 for all such purchases in any fiscal year, and (c) Borrower or any guarantor hereunder may convert any of its convertible securities into equity securities pursuant to the terms of such convertible securities.

7.7      Other Debts.  Not to have outstanding or incur any direct or contingent liabilities, or become liable for the liabilities of others, without the Bank’s written consent. This does not prohibit:

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7.8      Other Liens.  Not to create, assume, or allow any security interest or lien (including judicial liens) on property the Borrower or any such subsidiary now or later owns, except:

7.9      Maintenance of Assets.

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7.10    Investments and Loans.  Not to have any existing, or make any new, investments in any individual or entity, or make any capital contributions or other transfers of assets to any individual or entity, except for:

7.11    Additional Negative Covenants.  Not to, without the Bank’s written consent:

7.12    Notices to Bank.  To promptly notify the Bank in writing of:

7.13    Insurance.

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7.14    Compliance with Laws. To comply with the laws (including any fictitious name statute), regulations, and orders of any government body with authority over the Borrower’s business except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

7.15    ERISA Plans.  Promptly during each year, to pay and cause any subsidiaries to pay contributions adequate to meet at least the minimum funding standards under ERISA with respect to each Plan subject to such standards; file each annual report required to be filed pursuant to ERISA in connection with each Plan for each year; and notify the Bank within ten (10) days of the occurrence of any Reportable Event that constitutes grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer any Plan. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Capitalized terms in this paragraph shall have the meanings defined within ERISA.

7.16    Books and Records.  To maintain adequate books and records.

7.17    Audits.  To allow the Bank and its agents to inspect the Borrower’s properties and examine, audit, and make copies of books and records at any reasonable time. If any of the Borrower’s properties, books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Bank or its agents to have access to perform inspections or audits and to respond to the Bank’s requests for information concerning such properties, books and records; provided that such inspections shall not exceed one per year unless an event of default has occurred and is continuing hereunder.

7.18    Guarantors.  To cause all the Borrower’s obligations under this Agreement to be at all times guaranteed by all existing and future direct and indirect domestic Material Subsidiaries of the Borrower; provided that, in any case, the obligations shall be guaranteed by subsidiaries (including, if necessary, foreign subsidiaries) which, when taken together with the Borrower, account for at least 90% of the consolidated shareholders’ equity, and account for at least 90% of the consolidated net income, of the Borrower and its subsidiaries on a consolidated basis; provided that in the case of a foreign subsidiary, the Borrower may, in lieu of providing a guaranty by such subsidiary, grant a security interest in 65% of the equity securities of such subsidiary to the Bank, if, the in the judgment of the Borrower’s tax advisors, a guaranty by such foreign subsidiary would have unfavorable U.S. Federal income tax consequences for the Borrower; such security interest shall be granted pursuant to a written security agreement in form and substance satisfactory to the Bank. All guarantees shall be guarantees of payment and not of collection and shall be in form and substance satisfactory to the Bank. A “Material Subsidiary” is defined as any subsidiary which accounts for more than (i) 5% of consolidated assets of the Borrower and its subsidiaries or (ii) 5% of consolidated revenue of the Borrower and its subsidiaries.

7.19    Cooperation.  To take any action reasonably requested by the Bank to carry out the intent of this Agreement.

7.20    Change of Ownership.  Not to cause, permit, or suffer any person or other entity, other than Knowledge Universe, Inc., to acquire beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 25% or more of the outstanding shares of voting stock of the Borrower.

7.21    Bank as Principal Depository.  To maintain the Bank as its principal depository bank, including for the maintenance of business, cash management, operating and administrative deposit accounts.

8.        DEFAULT AND REMEDIES

Upon the occurrence and during the continuance of any of the following events of default, the Bank may do one or more of the following: declare the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt immediately and without prior notice. In addition, upon the occurrence and during the continuance of any event of default, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an event of default occurs under the paragraph entitled “Bankruptcy,” below, with respect to any Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

8.1      Failure to Pay.  The Borrower fails to make a payment of principal under this Agreement or any other agreement with the Bank when due, or fails to make a payment of interest, any fee or other sum under this Agreement or any other agreement with the Bank within five days after the date when due.

8.2      Other Defaults.

8.3      Cross-default.  Any default occurs under any agreement in connection with any credit any Borrower (or any Obligor) has obtained from anyone else or which any Borrower (or any Obligor) has guaranteed in the amount of $5,000,000 or more in the aggregate if the default consists of failing to make a payment when due or gives the other lender the right to accelerate the obligation.

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8.4      False Information.Any Borrower or any Obligor has given the Bank materially false or misleading information or representations.

8.5      Bankruptcy.  Any Borrower or any Obligor files a bankruptcy petition, a bankruptcy petition is filed against any of the foregoing parties, or any Borrower or any Obligor makes a general assignment for the benefit of creditors. The default will be deemed cured if any bankruptcy petition filed against any Borrower or any Obligor is dismissed within a period of 60 days after the filing; provided, however, that the Bank will not be obligated to extend any additional credit to the Borrower during that period; and provided further that such cure opportunity will be terminated upon the entry of an order for relief in any bankruptcy case arising from such a petition.

8.6      Receivers.  A receiver or similar official is appointed for a substantial portion of any Borrower’s or any Obligor’s business, or the business is terminated, or, if any Obligor is anything other than a natural person, such Obligor is liquidated or dissolved.

8.7      Judgments.  Any judgments or arbitration awards are entered against any Borrower or any Obligor, or any Borrower or any Obligor enters into any settlement agreements with respect to any litigation or arbitration, in an aggregate amount of $7,500,000 or more in excess of any insurance coverage.

8.8      Material Adverse Change.  There occurs any event or circumstance, either individually or in the aggregate, that has a Material Adverse Effect.

8.9      Default under Related Documents.  Any default occurs under any guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or disavow the guaranty.

8.10    ERISA Plans.  Any one or more of the following events occurs with respect to a Plan of the Borrower subject to Title IV of ERISA, provided such event or events could reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the foregoing) which, in the aggregate, could have a Material Adverse Effect:

9.        ENFORCING THIS AGREEMENT; MISCELLANEOUS

9.1      GAAP.  Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied; provided that quarterly financial statements are subject to year-end adjustments and lack footnotes.

9.2      California Law.  This Agreement is governed by California law.

9.3      Successors and Assigns.  This Agreement is binding on the Borrower’s and the Bank’s successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank’s prior consent. The Bank may sell participations in or assign this loan, and may exchange financial information about the Borrower with actual or potential participants or assignees; provided that the Bank shall not sell participations in or assign this loan without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against the Borrower.

9.4      Arbitration and Waiver of Jury Trial.

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9.5      Severability; Waivers.  If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after an event of default hereunder. If the Bank waives an event of default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.

9.6      Attorneys’ Fees.  The Borrower shall reimburse the Bank for any reasonable costs and reasonable attorneys’ fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys’ fees incurred by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case.

9.7      One Agreement.  This Agreement and any related security or other agreements required by this Agreement, collectively:

In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail. Any reference in any related document to a “promissory note” or a “note” executed by the Borrower and dated as of the date of this Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter amended, renewed, or restated.

9.8      Indemnification.  The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit except to the extent such loss, liability, damage, judgment or cost results from Bank’s gross negligence or willful misconduct. This indemnity includes but is not limited to reasonable attorneys’ fees. This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower’s obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.

9.9      Notices.  Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

9.10    Headings.  Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

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9.11    Counterparts.  This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

9.12    Confidentiality.  In handling any confidential information, Bank will exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (i) to Bank’s subsidiaries or affiliates in connection with their present or prospective business relations with Borrower; (ii) as required by law, regulation, subpoena, or other order; (iii) as required in connection with Bank’s examination or audit; or (iv) as Bank considers reasonably appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to by a third party, if Bank does not knows that the third party is prohibited from disclosing the information; provided however, nothing herein shall prohibit Bank from filing this Agreement and any other related agreement with any applicable governmental or regulatory agency as required by such agency.

This Agreement is executed as of the date stated at the top of the first page.

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